Does the investment certificate have to be adjusted when transferring capital in Vietnam?

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Does the investment certificate have to be adjusted when transferring capital in Vietnam?

Clause 19, Article 3 of the Law on Investment stipulates that foreign investors are individuals with foreign nationality or organizations established under foreign law that conduct investment and business activities in Vietnam.

Clause 22, Article 3 of the Law on Investment stipulates that a foreign-invested economic organization is an economic organization with a foreign investor as a member or shareholder.

Clause 1, Article 23 of the Law on Investment stipulates that economic organizations must satisfy the conditions and carry out investment procedures as prescribed for foreign investors when investing to establish other economic organizations; make a capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract if such economic organization falls into one of the following cases:

  • Having a foreign investor holding more than 50% of the charter capital or having the majority of general partners being foreign individuals, for economic organizations being a partnership;
  • Having economic organizations specified at Point a of this Clause holding more than 50% of charter capital;
  • There are foreign investors and economic organizations specified at Point a of this Clause holding more than 50% of the charter capital.

Conditions, forms, and procedures for investment in the form of capital contribution share purchase or capital contribution are specified in Articles 24 and 26 of the Law on Investment and Articles 65 and 66 of Decree No. 31/2021/ND-CP dated March 26, 2021, of the Government detailing and guiding the implementation of a number of articles of the Investment Law.

Clause 2, Article 22 of the Law on Investment stipulates that from the date of issuance of an enterprise registration certificate or another document of equivalent legal validity, an economic organization established by a foreign investor is the investor to implement the investment projects according to the provisions of the Investment Registration Certificate.

Clause 2, Article 41 of the Law on Investment stipulates that the investor shall carry out the procedures for adjusting the Investment Registration Certificate in case the adjustment of the investment project changes the contents of the Investment Registration Certificate.

Procedures for adjusting investment projects that have been granted investment registration certificates and are not subject to approval for adjustment of investment policies are specified in Article 47 of Decree No. 31/2021/ND-CP.

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